Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 10, 2024

Dana Incorporated

(Exact name of registrant as specified in its charter)

Delaware		1-1063		26-1531856
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

3939 Technology Drive, Maumee, Ohio 43537

(Address of principal executive offices) (Zip Code)

(419) 887-3000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on which Registered
Common Stock, $.01 par value		DAN		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 10, 2024, the Board of Directors (the “Board”) of Dana Incorporated (the “Company”) appointed Nora E. LaFreniere to the Board, effective immediately.

Ms. LaFreniere, 53, serves as the Executive Vice President and General Counsel of Otis Worldwide Corporation, a global, publicly traded company. Prior to April 2020, Ms. LaFreniere held leadership positions at United Technologies Corporation (“UTC”), including serving as Vice President and General Counsel for both UTC Building & Industrial Systems and UTC Climate Controls & Security. Ms. LaFreniere holds a Juris Doctor from the University of Notre Dame and a Bachelor of Arts in Political Science and Philosophy from the University of California, San Diego.

Ms. LaFreniere will receive the same compensation for her services as the Company’s other non-employee directors. Ms. LaFreniere will serve on the Nominating and Corporate Governance Committee and the Technology and Sustainability Committee. There are no arrangements or understandings between Ms. LaFreniere and any other persons pursuant to which Ms. LaFreniere was selected as a director, and there are no transactions in which Ms. LaFreniere has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01

Regulation FD Disclosure.

On December 11, 2024, the Company issued a press release announcing the appointment of Ms. LaFreniere to the Board. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in this item (including Exhibit 99.1) is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description

99.1	Dana Incorporated Press Release dated December 11, 2024

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	DANA INCORPORATED

Date: December 11, 2024	By:	/s/ Douglas H. Liedberg
	Name:	Douglas H. Liedberg
	Title:	Senior Vice President, General Counsel and Secretary

EXHIBIT 99.1

Dana Incorporated Appoints Nora LaFreniere to its Board of Directors

MAUMEE, Ohio, Dec. 11, 2024 – Dana Incorporated (NYSE: DAN) announced today that Nora LaFreniere has been appointed to the company’s board of directors, effective immediately.

Ms. LaFreniere serves as the Executive Vice President and General Counsel of Otis Worldwide Corporation, a global, publicly traded company. In this role, she oversees the company's global legal, compliance, business development, intellectual property, security, government relations, quality, and environmental, health, and safety functions.

“I am delighted to welcome Nora to the Dana board of directors,” said R. Bruce McDonald, Dana Chairman and CEO. “Her extensive experience in industrial businesses focusing on strategy formulation and executing complex M&A transactions will be invaluable to Dana as we implement our plan to transform the company and accelerate value creation.”

Nora holds a Juris Doctor from the University of Notre Dame and a Bachelor of Arts in Political Science and Philosophy from the University of California, San Diego. She has been named to the YWCA Academy of Women Achievers and is a member of the DirectWomen Board Institute.

About Dana Incorporated

Dana is a leader in the design and manufacture of highly efficient propulsion and energy-management solutions that power vehicles and machines in all mobility markets across the globe. The company is shaping sustainable progress through its conventional and clean-energy solutions that support nearly every vehicle manufacturer with drive and motion systems; electrodynamic technologies, including software and controls; and thermal, sealing, and digital solutions.

Based in Maumee, Ohio, USA, the company reported sales of $10.6 billion in 2023 with 42,000 people in 31 countries across six continents. With a history dating to 1904, Dana was named among the "World's Most Ethical Companies" for 2023 and 2024 by Ethisphere and as one of "America's Most Responsible Companies 2023" by Newsweek. The company is driven by a high-performance culture that focuses on valuing others, inspiring innovation, growing responsibly, and winning together, earning it global recognition as a top employer. Learn more at dana.com.

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Contact: Craig Barber

+1-419-887-5166

craig.barber@dana.com

Cover	Dec. 10, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 10, 2024
Entity File Number	1-1063
Entity Registrant Name	Dana Incorporated
Entity Central Index Key	0000026780
Entity Tax Identification Number	26-1531856
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3939 Technology Drive
Entity Address, City or Town	Maumee
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43537
City Area Code	419
Local Phone Number	887-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	DAN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false